Notes to Accounts of Rain Industries Ltd.

Dec 31, 2015

(i) Rights, preferences and restrictions attached to the equity shares

The Company has only one class of equity shares having a par value of
Rs. 2 each per share. Each holder of equity shares is entitled to one
vote per share. The dividend proposed by the Board of Directors is
subject to the approval of the Shareholders in the ensuing Annual
General Meeting. In the event of liquidation of the Company, the
holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The
distribution will be in proportion to number of equity shares held by
the shareholders.

During the year ended December 31, 2015, the amount of per share
dividend recognized as distribution to equity shareholders was Rs. 1.00
(year ended December 31, 2014: Rs. 1.00)

Note:

(a) 10,000,000 equity shares of Rs. 2 each fully paid-up were bought
back from the shareholders pursuant to buyback of equity shares during
the period from November 14, 2011 to March 29, 2012.

(b) 2,471,293 equity shares of Rs. 2 each fully paid-up were bought
back from the shareholders pursuant to buyback of equity shares during
the period from October 22, 2012 to December 31, 2012.

(c) 5,355,923 equity shares of Rs. 2 each fully paid-up were bought
back from the shareholders pursuant to buyback of equity shares during
the period from January 1, 2013 to March 31, 2013.

(iv) There are no shares issued pursuant to contract without payment
being received in cash during the period of five years immediately
preceding the reporting date.

Notes:

(i) Term loan with the original amount of US$ 40 Million borrowed from
IDBI Bank Limited, Dubai branch is secured by a pari passu:

(a) First charge on all immovable and movable properties present and
future of the Company and Rain Cements Limited, a wholly owned
subsidiary; and

(b) Second charge on all current assets of the Company and Rain Cements
Limited, a wholly owned subsidiary Company.

(ii) Term loan of US$ 20 Million borrowed from IDBI Bank Limited, Dubai
branch, in the previous financial year is secured by a pari passu first
charge on all immovable and movable properties present and future of
Rain Cements Limited, a wholly owned subsidiary Company.

(iii) Term loan of US$ 20 Million borrowed from Citibank, NA Nassau,
Bahamas branch, in the current financial year is secured by:

(a) Pari passu first charge on movable assets of the Company including
current assets of the Company.

(v) The term loans availed by the Company have been utilized for the
purpose of investment in its wholly owned subsidiary company which is
engaged in the business of Claimed Petroleum Coke, in accordance with
the sanctioned terms.

* Of the original amount of US$ 40 Million borrowed, 24% of original
amount on April 1, 2016.

A) The term loan of US$ 20 Million (original amount) carries interest
of 3 months Libor plus 425 basis points and balance as on December 31,
2015 is repayable by Rain Commodities (USA) Inc. as below:

(a) 24% of the original amount on March 30, 2016

B) The term loan of US$ 20 Million, provided during the previous year,
carries interest of 6 months Libor plus 400 basis points. This loan is
repayable by Rain Commodities (USA) Inc. as bullet payment on April 24,
2017.

C) The term loan of US$ 20 Million, provided during the current year,
carries interest of 3 months Libor plus 235 basis points. This loan is
repayable by Rain Commodities (USA) Inc. as bullet payment on October
30, 2018.

The estimates of future salary increase considered in the actuarial
valuation takes into account factors like inflation, seniority,
promotion and other relevant factors such as supply and demand in the
employment market. The expected return on plan assets is based on
actuarial expectation of the average long term rate of return expected
on investments of the funds during the estimated term of the
obligations.

1. Related Party Disclosures

a) Names of related parties and description of relationship: Sl.No.
Relationship Name

(i) Subsidiaries 1. Rain Coke Limited [RCoke]

2. Rain Cements Limited [RCL]

3. Renuka Cement Limited [RenCL]

4. Moonglow Company Business Inc [Moonglow]

5. Rain Commodities (USA) Inc. [RCUSA]

6. Rain Global Services LLC [RGS]

7. RGS Egypt Limited Company LLC [RGS Egypt]

8. Rain Carbon Inc. [RCI]

9. Rain Global Holdings, LLC [RGH]

10. Rain Carbon Holdings, LLC [RCH]

11. Rain CII Carbon (Vizag) Limited [RCCVL]

12. Rain CII Carbon LLC [RCC]

13. Rain CII Carbon Mauritius Limited [RCCML]

14. CII Carbon Corp [CIICC]

15. Zhenjiang Xin Tian Tansu Co Limited [ZXTTCL]

16. Rain CTP Inc [Rain CTP]

17. Rain RUETGERS CTP LLC (RRCTP)

18. Rain Holdings Germany Gmbh (RainHG)

19. RUETGERS Canada Inc. [RCan]

20. RUETGERS Polymers Limited [RPL]

21. Handy Chemicals (USA) Ltd [HUSA]

a) Names of related parties and description of relationship (Contd.)
Sl.No. Relationship Name

The segment results are included and presented on consolidated basis in
accordance with the requirements of Accounting Standard - 17 "Segment
Reporting".

3. Effective from 1 January 2015, the Management has internally
reassessed and revised, wherever necessary the useful lives to compute
depreciation, to conform to the requirements of the Companies Act 2013.
Consequently, the carrying amount of tangible assets at 1 January 2015
is being depreciated over the revised remaining useful life of the
tangible asset. The carrying value of Rs. 1.64 in case of assets with
nil revised remaining useful life as at 1 January 2015 is set off
against the surplus in the statement of profit and loss account.
Further, had the Company continued with the previously assessed useful
lives, charge for depreciation for the year ended 31 December 2015
would have been lower by Rs. 12.03 and the profit before tax would have
been higher by such amount.

4. As per section 135 of the Companies Act, 2013, a CSR Committee has
been formed by the Company. The proposed areas for CSR activities, as
per the CSR policy of the Company are promotion of education, rural
development activities, medical facilities, employment and ensuring
environmental sustainability which are specified in Schedule VII of the
Companies Act, 2013. The Company is required to spend to spend a
minimum amount of Rs. 2.00 for the purpose of CSR for the year.

Dec 31, 2014

Note 1: Corporate Information

Rain Industries Limited (''the Company'') was incorporated on March 15,
1974 under the Companies Act, 1956. The Company is currently engaged in
the business of trading in Carbon Products. The Company''s equity shares
are Listed at BSE Limited and National Stock Exchange of India Limited
in India.

The name of the Company has been changed to Rain Industries Limited
from Rain Commodities Limited, pursuant to the approval received from
the Registrar of Companies, Hyderabad on July 8, 2013.

2. Buy-back of Equity Shares

a. Further to the completion of the scheme of buyback approved by the
board of directors on October 25, 2011, the Shareholders of the Company
have accorded their approval to another scheme for buyback of equity
shares of Rs.2/- each vide postal ballot on October 1, 2012. The
approval was granted for buy back of a maximum of 12,700,000 equity
shares through open market transactions at a price not exceeding
Rs.46/- per share for an amount not exceeding Rs. 460,000. The Company
commenced the buyback of equity shares on October 22, 2012 and bought
back 2,471,293 equity shares of Rs.2/- each aggregating Rs. 93,677 and
extinguished 2,334,185 equity shares up to December 31, 2012. The
balance 137,108 equity shares were extinguished by January 4, 2013.

Further during the year ended December 31, 2013, the Company bought
back and extinguished 5,355,923 equity shares of Rs.2/- each for an
aggregate consideration of Rs. 202,773.

The segment results are included and presented on consolidated basis in
accordance with the requirements of Accounting Standard - 17 "Segment
Reporting".

5. Previous year''s figures have been regrouped/ reclassified wherever
necessary to correspond with the current year''s classification/
disclosure.

Dec 31, 2012

Note 1: Corporate Information

Rain Commodities Limited (''the Company'') was incorporated on March 15,
1974 under the Companies Act, 1956. The Company is currently engaged in
the business of trading of Petroleum Coke.

(i) Rights, preferences and restrictions attached to the equity shares

The Company has only one class of equity shares having a par value of
Rs. 2 each per share. Each holder of equity shares is entitled to one
vote per share. The dividend proposed by the Board of Directors is
subject to the approval of the Shareholders in the ensuing Annual
General Meeting. In the event of liquidation of the Company, the
holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The
distribution will be in proportion to number of equity shares held by
the shareholders.

During the year ended December 31, 2012, the amount of per share
dividend recognized as distribution to equity shareholders was Rs. 1.10
(year ended December 31, 2011: Rs. 1.10).

(ii) Pursuant to the approval of the shareholders at the Annual General
Meeting held on May 12, 2011, each equity share of the Company with a
face value of Rs. 10 was sub-divided into five equity shares of Rs. 2
each, with effect from June 16, 2011, being the record date for the
said sub-division.

Note:

(a) 6,000,000 equity shares of Rs. 2 each fully paid-up (represents
after sub-division of 1,200,000 equity shares of Rs. 10 each) were
bought back from the shareholders pursuant to buyback of equity shares
made during the year ended December 31, 2008.

(b) 10,000,000 equity shares of Rs. 2 each fully paid-up were bought
back from the shareholders pursuant to buyback of equity shares during
the period from November 14, 2011 to March 29, 2012 (Refer Note 25).

(c) 2,471,293 equity shares of Rs. 2 each fully paid-up were bought
back from the shareholders pursuant to buyback of equity shares during
the period from October 22, 2012 to December 31, 2012 (Refer Note 25).

Notes:

(i) Term loans are secured by a pari passu:

(a) First charge on all immovable and movable properties and

(b) Second charge on all current assets of Rain Cements Limited, a
wholly owned subsidiary of the Company.

(ii) The term loan of US$ 20 Million carries interest of 3 months Libor
plus 300 basis points and is repayable to IDBI as a bullet payment in
March 2013

The term loan of US$ 40 Million carries interest of 3 months Libor plus
400 bais points and is repayable to IDBI as below:

(iii) The term loans availed by the Company have been utilized for the
purpose of investment in share capital and extending loan facilities to
a subsidiary company, which is engaged in the business of Calcined
Petroleum Coke, in accordance with the sanctioned terms. The investment
in share capital is in the nature of net investment hedge and has been
appropriately dealt with in the consolidated financial statements of
the Company

Note:

There are no Micro and Small Enterprises to whom the Company owes dues
which are outstanding for more than 45 days as at December 31, 2012 in
accordance with the contractual obligations. The information as
required to be disclosed under the Micro, Small and Medium Enterprises
Development Act, 2006 has been determined to the extent such parties
have been identified on the basis of information available with the
Company.

2. Buy-back of Equity Shares

The Board of Directors of the Company, during their meeting held on
October 25, 2011, approved the buyback of 10,000,000 equity shares of
Rs.2/- each at maximum price of Rs.41/- per share for an amount not
exceeding Rs. 350,000. The board decided to implement the buyback offer
through the open market purchases in the stock exchanges.

Pursuant to the offer, the Company commenced the buyback on November
14, 2011. During the year ended December 31, 2011, the Company has
bought back 4,689,914 equity shares of Rs.2/- each aggregating Rs.
137,653 and extinguished 3,723,675 equity shares upto December 31, 2011
and the balance 966,239 equity shares were extinguished subsequent to
the year end. The Company bought back and extinguished the balance
5,310,086 equity shares of Rs.2/- each aggregating Rs. 182,255 during
the current financial year.

Further to the completion of the scheme of buyback approved by the
board of directors on October 25, 2011, the Shareholders of the Company
have approved another scheme for buyback of equity shares of Rs. 2/-
each vide postal ballot on October 1, 2012 through open market
transactions at a price not exceeding Rs.46/- per share for an amount
not exceeding Rs. 460,000. The Company commenced the buyback of equity
shares on October 22, 2012 and bought back 2,471,293 equity shares of
Rs.2/- each aggregating Rs. 93,677 and extinguished 2,334,185 equity
shares upto December 31, 2012 and the balance 137,108 equity shares
were extinguished subsequent to the year end.

Accordingly, Rs. 15,564 (December 31, 2011: 9,379) has been reduced
from paid-up equity share capital and in accordance with the provisions
of Section 77A of the Companies Act, 1956, Rs. 260,368 (December 31,
2011: 128,274) has been utilized from securities premium account and
Rs. 15,564 (December 31, 2011: 9,379) transferred to the capital
redemption reserve from surplus in statement of profit and loss.

Note: During the previous year 2011, equity shares of the Company with
a face value of Rs.10/- each was sub-divided into 5 equity shares of
Rs.2/- each.

4. The Company has entered into operating lease agreements for
vehicles. The lease rentals of Rs. 300 (December 31, 2011 - Rs. Nil)
were charged off in the Statement of Profit and Loss. These agreements
are cancellable in nature.

The estimates of future salary increase considered in the actuarial
valuation take into account factors like inflation, seniority,
promotion and other relevant factors such as supply and demand in the
employment market. The expected return on plan assets is based on
actuarial expectation of the average long term rate of return expected
on investments of the funds during the estimated term of the
obligations.

5. Segment Reporting

The segment results are included and presented on consolidated basis in
accordance with the requirements of Accounting Standard - 17 "Segment
Reporting".

6. The Revised Schedule VI has become effective for the periods
beginning on or after April 1, 2011 for the presentation of financial
statements. This has significantly impacted the disclosure and
presentation made in the financial statements. Previous year''s figures
have been regrouped/ reclassified wherever necessary to correspond with
the current year''s classification/ disclosure.

Dec 31, 2011

I. (a) Sub-division of Equity Shares:

Pursuant to the approval of the shareholders at the Annual General
Meeting held on May 12, 2011, each equity share of the Company with a
face value of Rs. 10/- is sub-divided into five equity shares of Rs.
2/- each, with effect from June 16, 2011, being the record date for the
said sub-division. Accordingly, as required by Accounting Standard (AS)
20 'Earnings Per Share', the basic and diluted Earnings Per Share for
the previous year is restated to give effect to the sub-division.

(b) Buy-back of Equity Shares

The Board of Directors of the Company, during their meeting held on
October 25, 2011, approved the buy- back of 10,000,000 equity shares of
Rs.2/- each at maximum price of Rs.41/- per share for an amount not
exceeding Rs.350,000. The Board decided to implement the buy-back offer
through the open market purchases in the Stock Exchanges.

Pursuant to the offer, the Company from November 14, 2011 to December
31, 2011, has bought back 4,689,914 equity shares of Rs.2/- each
aggregating Rs. 137,653. The Company had extinguished 3,723,675 equity
shares upto December 31, 2011 and the balance 966,329 equity shares
were extinguished subsequent to the year end. Accordingly, Rs. 9,379
has been reduced from paid-up equity share capital and in accordance
with the provisions of Section 77A of the Companies Act, 1956, Rs.
128,274 has been utilized from Securities Premium Account.

In terms of Section 77AA of the Companies Act, 1956, an amount of Rs.
9,379 has been transferred to the Capital Redemption Reserve.

II. Contingent liabilities not provided for in respect of:

December
31, 2011 December
31, 2010
Amount Amount

Matters under dispute

Income Tax 85,362 -

Corporate Guarantee issued on
behalf of wholly owned
subsidiaries :

Rain Commodities USA Inc.,

USD 125 million (December 31,

2010: USD 87 million)
equivalent to 6,658,250 3,898,470

Rain CII Carbon (Vizag) Limited - 1,135,000

III. Micro and Small enterprises

There are no Micro and Small enterprises to whom the company owes dues,
which are outstanding for more than 45 days as at December 31, 2011.
This information as required to be disclosed under the Micro, Small and
Medium Enterprises Development Act, 2006 has been determined to the
extent such parties have been identified on the basis of information
available with the company.

IV. The Company has entered into various operating lease agreements
for assets comprising storage facilities. The lease rentals amounting
to Nil (December 31, 2010 - Rs.6,936) have been charged to revenue.
These agreements are cancellable in nature and there is no restriction
in respect of such leases.

V.(a) There are no outstanding contracts outstanding forward
exchange contracts as at the year end.

(b) The year end receivable and payables in foreign currency which are
not covered by forward covers / derivative contracts are as follows:

Note: During the current year, equity shares of the Company with a face
value of Rs. 10 each was sub-divided into 5 equity shares of Rs. 2 each
and as required by Accounting Standard (AS) 20, Earnings Per Share, the
EPS for the previous year is restated (Refer Note III(a)).

VI. Segment Reporting

The segment results are included and presented on consolidated basis in
accordance with the requirements of Accounting Standard - 17 "Segment
Reporting".

VII. Pursuant to the Scheme of Arrangement amongst the Company, Rain
Cements Limited (RCL) and Rain CII Carbon Vizag Limited ('the Scheme')
as approved by the shareholders of the Company in the Extraordinary
General Meeting held on July 29, 2010 and subsequently sanctioned by
the Hon'ble High Court of Judicature, Andhra Pradesh at Hyderabad on
December 29, 2010, the Cement business of the Company was transferred
to and vested in RCL with effect from April 1, 2010. The Scheme was
accordingly given effect in the financial statements for the year ended
December 31, 2010. The figures of the previous year represent cement
and trading in petroleum coke businesses from January 1, 2010 to March
31, 2010 and trading in petroleum coke business thereafter, and are
hence not comparable with that of the current year.

VIII. The donations made by the Company to political parties during
the year: Nil (December 31, 2010: CPI - Rs. 10)

IX. The term loans availed by the Company have been utilized for the
purpose of investment in share capital and extending loan facilities to
a subsidiary company, which is engaged in the business of Calcined
Petroleum Coke. The investment in share capital is in the nature of net
investment hedge and has been appropriately dealt with in the
consolidated financial statements of the Company.

X. Comparative figures of the previous year where necessary, have
been regrouped to conform to those of the current year. Further for
reasons stated in Note XVII, previous year figures are not comparable
with that of the current year.

Dec 31, 2010

I. Basis of preparation of Financial Statements

Rain Commodities Limited (the Company) follows the accrual basis of
accounting. The financial statements are prepared on historical cost
basis and to comply with accounting principles generally accepted in
India, the Accounting Standards notified under Companies (Accounting
Standards) Rules, 2006 and the relevant provisions of the Companies
Act, 1956.

There are no Micro and Small enterprises to whom the company owes dues,
which are outstanding for more than 45 days as at December 31, 2010.
This information as required to be disclosed under the Micro, Small and
Medium Enterprises Development Act,2006 has been determined to the
extent such parties have been identified on the basis of information
available with the company.

V.The Company has entered into various operating lease agreements
for assets comprising storage facilities. The lease rentals amounting
to Rs. 6,936 (December 31, 2009 - Rs.27,860) have been charged to
revenue. These agreements are cancellable in nature and there is no
restriction in respect of such leases.

VI. (a) There are no outstanding contracts outstanding forward
exchange contracts as at the year end.

(Subsidiary of Moonglow upto September 15, 2010 and subsidiary of
CPCUSA thereafter)

l) Rain CII Carbon Mauritius Limited (RCCM) [Subsidiary of RCC]

m) CII Carbon Corp. (Subsidiary of RCC)

n) Zhenjiang Xin Tian Tansu Co. Ltd., (Subsidiary of RCCM)

(ii) Enterprise where key managerial

personnel along with their relatives exercise significant influence

Sujala Investments Private Limited

(iii) Key Management Personnel

a) Mr. N. Radha Krishna Reddy, Chairman.

b) Mr. N. Jagan Mohan Reddy, Managing Director.

c) Mr. N. Sujith Kumar Reddy, Executive Director

VIII.The following donations were made to political parties during the
year: CPI - Rs.10 (Previous Year Lok Satta - Rs. 200 and CPI(ML) New
Democracy Party Rs. 80)

IX. Pursuant to the Scheme of Arrangement (refer note III), the
cement business of the Company was transferred to Rain Cements Limited
[Formerly Rain CII Carbon (India) Limited] with effect from April 1,
2010. The figures of the previous year represent the Cement and Green
Petroleum Coke trading business for the full year, hence the figures of
the previous year are not comparable with that of the current year.

Dec 31, 2009

I. Organization:

Rain Commodities Limited (the Company) is engaged in the manufacture
and sale of cement. The Company through its wholly owned subsidiaries -
Rain Cll Carbon (India) Limited (formerly Rain Industries Limited) and
Rain Cll Carbon LLC is engaged in the manufacturing and trading of
Calcined Petroleum Coke and generation of Power through waste heat
recovery.

III. Loans & Advances include an amount of Rs.120,500 (Rupees Twelve
crores and five lakhs) paid as advance to certain parties in accordance
with the terms of a Memorandum of Understanding (MOU) dated December 6,
2007 to acquire shares of another entity which controls certain mining
lease rights. Due to non-fulfillment of certain conditions and upon
expiry of the validity period of the MOU, the Company has initiated
legal proceedings against these parties to recover the advance.
Management is of the view, supported by legal advise, that the
companys claim will result in a favourable outcome and that it has a
good chance of recovering the advances paid.

There are no Micro and Small enterprises to whom the company owes dues,
which are outstanding for more than 45 days as at December 31, 2009.
This information as required to be disclosed under the Micro, Small and
Medium Enterprises Development Act,2006 has been determined to the
extent such parties have been identified on the basis of information
available with the company.

VII.The Company has entered into various operating lease agreements
for assets comprising of storage facilities and an amount of Rs. 27,860
(December 31, 2008 - Rs. 30,485 ) paid under such agreements have been
charged to revenue. These agreements are cancellable in nature and
there is no restriction in respect of such leases.

VIII. (a) There are no forward/derivative contracts outstanding as at
the balance sheet date.

IX. Related Party Disclosures

a) Names of related parties and description of relationship:

(i) Subsidiaries

a) Rain CM Carbon (India) Limited (RCCIL)

b) Rain Commodities (USA) Inc. (RCUSA)

c) Rain Calciner Limited

d) Moonglow Company Business Inc, BVI (Moonglow) (Subsidiary of
RCCIL)

(ii) Enterprise where key managerial personnel along with their
relatives exercise significant influence

a) Sujala Investments Private Limited (Sujala)

(iii) Key Management Personnel

a) Mr. N. Radhakrishna Reddy, Chairman.

b) Mr. N. Jagan Mohan Reddy, Managing Director.

c) Mr. N. Sujith Kumar Reddy, Executive Director.

X. Employee Benefits

b) Defined benefit plans

The following table sets forth the status of the Gratuity Plan of the
Company and the amounts recognized in the Balance Sheet and Profit and
Loss Account.

XI. The following donations were made to political parties during
the year : Lok Satta - Rs.200 and CPI XII. Comparative figures of the previous year have been regrouped
where necessary to conform to those of the current year.